Spyker N.V. ("Spyker") announces that, based on the subscription
agreement including accessory agreements (the "Transaction") that
were signed 6 December 2012 and to the full satisfaction of both parties, it
has completed the transaction with the Chinese car manufacturer Zhejiang
Youngman Passenger Car Group Co, Ltd ("Youngman") today.
The Transaction inter alia entailed the following transactions:
- Youngman has invested Euro 10,000,000 in Spyker of which Euro 6,991,980 as subscription for 1,398,396 Class A shares in Spyker constituting 29.9% of the issued and outstanding share capital of Spyker on a fully diluted basis.
- The remaining payment of Euro 3,008,020 has been provided to Spyker in the form of a convertible loan which bears an interest of 2.5% per annum. The convertible loan does not have a maturity date and may only be discharged by conversion into shares.
- Youngman and Spyker have established a Joint Venture called Spyker P2P B.V. ("Spyker P2P") in which Youngman holds 75% of the shares and Spyker 25%. Youngman agreed to make a cash contribution in the amount of Euro 25,000,000 whilst Spyker has made its contribution by transferring the technology it developed for the Spyker D8 Peking-to-Paris ("SSUV"). Youngman's contribution shall be paid in instalments in accordance with the development and manufacturing plan of the SSUV.
- Youngman and Spyker also have jointly incorporated a second Joint Venture called Spyker Phoenix B.V. ("Spyker Phoenix") in which Youngman holds 80% of the shares whilst Spyker holds 20%. Spyker Phoenix, which shall be entirely funded by Youngman, shall develop and manufacture a new full range of car models based on the Phoenix platform to which Youngman acquired a license from Saab Automobile AB in 2011.
- Spyker moreover transferred all of its trademarks to a Joint Venture called Spyker Trademark Company B.V. ("Spyker Trademark"), in which Youngman holds 75% of the shares whilst Spyker holds 25% of the shares. Spyker Trademark granted a licence to Spyker, SpykerP2P and Spyker Phoenix for the use of the Spyker trademark.
- Youngman meanwhile used its right to nominate 1/3 of Spyker's supervisory board. On the EGMS of 21 December 2012 Mr. Qingnian Pang was appointed as member of the supervisory board of Spyker.